This website uses cookies to ensure you get the best experience on our website. Learn more

LPC Law Notes International Commercial Law Notes

Price Payment Delivery Notes

Updated Price Payment Delivery Notes

International Commercial Law Notes

International Commercial Law

Approximately 179 pages

A collection of the best notes for new University of Law module 'International Commercial Law' the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short, these are what we believe to be the strongest set of International Commercial Law notes available...

The following is a more accessible plain text extract of the PDF sample above, taken from our International Commercial Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:



(UK Provisions)

  • S8 SGA defines ‘price’ as:

  1. The price in a contract of sale may be fixed by the contract, or left to fix in a manner agreed by the contract;

  2. Where not determined, B must pay a reasonable price;

  3. Reasonable depends of circumstances of each case.

  • Basic provision- if parties fail to agree on a price the fallback provision is that the price will be a reasonable one.

  • Better to agree price in order to avoid uncertainty.

Agreeing the price

(UK provisions)

S8 and s9

  • Most circumstances, the parties will agree the price. May be done in a number of ways:

  1. Use of price list or quotation;

  2. Agreed during negotiation;

  3. Determined by a consistent course of dealing between parties;

  4. Price fixed by valuation of a third party (s9- void if this doesn’t happen).

International provisions
  • Article 55 Vienna Convention similar provision to s8- ‘the price generally charged for such goods sold under comparable circumstances in the trade concerned’.

  • UNDROIT ‘price generally charged in comparable circumstances in the trade concerned’.

  • The UCC refers to ‘reasonable price’.

Drafting considerations

Price lists & quotations:

  • Where this is the case, important to specify the length of time for which any quoted price or price list will remain valid.

  • Specify what is included in the price.

Price escalation clauses:

  • If there is a likelihood that costs of raw materials or labour will increase between signing contract and delivery, can include a price escalation clause.

  • In absence of such a clause, S will not be able to change the price.

  • Will be subject to reasonableness under s3 UCTA.


  • Price taken to include VAT unless otherwise specified (VAT Act 1994, s19 (2)).

  • If exclusive, must be expressly stated.


Duty to pay the price

(UK provisions)


  • Under s27 SGA, it is B’s duty to pay the price.

  • Where contract provides for cash on delivery, B cannot claim possession unless it is able to pay in accordance with the contractual terms agreed.

  • Only payment in full will discharge B’s liability (unless agreed otherwise).

International provisions
  • Art 54 Vienna Convention- B’s obligation to pay;

  • UCC- Obligation contained in Art 2-301.

  • UNDROIT no direct obligation to pay. However, likely to be construed as implied for a sale transaction (Art 5.1.2).

Payment- drafting considerations

Time for payment:

  • S28 SGA states time for payment is when goods are delivered (unless agreed otherwise).

  • However, payment may be linked to the issue of an invoice. The Ps may wish to agree that:

  1. Payment be made in advance;

  2. B is given a credit period (say 30 days from delivery of invoice) in which to pay.

  • S10 (1) unless expressly stated, time of payment is not of the essence.

  • Interpreted to mean that failure to pay is not a breach of condition entitling the S to treat contract as repudiated and to sell goods elsewhere. Limits S’s right to price and damages, if any, for late payment.

Method of payment:

  • S28 SGA seller is entitled be paid in cash (unless contrary agreement):

  1. If S accepts cheque or other negotiable instrument, treated as conditional payment. If cheque is not honoured, S may sue for the price either as breach of SOG contract or on the cheque being a contract in itself;

  2. Payment by credit card will usually be treated as absolute payment.

  • Art 58 Vienna convention unless otherwise agreed, B must pay when the goods are made available to him.

  • UCC similar provision in Art 2-310;

  • UNDROIT Art 6.1.4- all obligations must take place simultaneously unless agreed otherwise.

Late payment:

  • In absence of contrary agreement, damages payable for late payment by English courts under various statutes (see pg 47).

  • Contract should provide for late payment in order to avoid reliance on these.

  • EU governed by Directive 2011/7/EU on Combating Late Payment in Commercial Transactions (see pg 47).


Action for price:

  • S49 SGA provides that the unpaid seller has the right to sue for the price.

Right of resale:

  • S48 (3) seller has statutory right of resale where buyer fails to pay.

  • Limited scope, advisable for the seller to reserve this right in the contract.

  • S61 (1) ‘voluntary transfer of possession from one person to another’.

  • Not physical transportation.

  • Means the point in time and space at which the parties can be seen to have agreed that the legal right to possession of the goods passes from the seller to the buyer.

Duty of S to deliver goods

UK provisions

  • S27 SGA duty of S to deliver, in the legal sense, the goods.

  • No general duty to transport goods to the buyer.

  • Goods must comply with the contract (implied conditions under s12, 13, 14 & 15.

  • Failure B can reject goods.

International provisions

  • Mirror the UK provisions.

  • Vienna convention Art 31

  • UNIDROIT Art 6.16

  • UCC Art 2-308;

  • PECL Art 7:101.

Duty of S to deliver correct quantity

UK provisions

  • S required to deliver goods of right quantity:

  1. Under s30 (1) B may reject goods if quantity is less.

  2. If quantity is greater, B may accept the contract quantity and reject the rest, or may reject the whole (s30 (2)). If the B accepts the whole quantity, it must pay for the excess quantity at the contract rate (s30 (3).

  3. S30 (1) provides that the B is not obliged to accept delivery in instalments.

International provisions

  • Vienna Convention Art 35- delivery of wrong quantity amounts to delivering goods which don’t conform to the contract. Must be remedied within a reasonable time.

  • UNIDROIT Art 7.1.4 contains a...

Buy the full version of these notes or essay plans and more in our International Commercial Law Notes.